6167ORDINANCE NO. 6167
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
ANAHEIM (i) APPROVING AMENDMENT NO. 1 TO THE
SECOND AMENDED AND RESTATED DEVELOPMENT
AGREEMENT NO. 99-01 BY AND BETWEEN THE CITY OF
ANAHEIM AND ANAHEIM GW II, LLC, GARDENWALK
HOTEL I, LLC AND WESTGATE RESORTS ANAHEIM, LLC
(ii) MAKING CERTAIN FINDINGS RELATED THERETO,
AND (iii) AUTHORIZING THE MAYOR TO EXECUTE SAID
AMENDMENT FOR AND ON BEHALF OF THE CITY.
WHEREAS, the City and Anaheim GW, LLC, a Delaware limited liability
company, (the "Original Developer') entered into that certain Second Amended and Restated
Development Agreement No. 99-01 dated as of April 11, 2006 and recorded in the Official
Records of Orange County California on June 2, 2006 as Instrument No. 2006000373943 (the
"Second Amended and Restated Development Agreement"); and
WHEREAS, the Original Developer assigned the Second Amended and Restated
Development Agreement with respect to the Parking Structure No. 1, Retail No. 1 and Vacation
Ownership Resort No. 1 to Anaheim GW II pursuant to that certain Partial Assignment of
Second Amended and Restated Development Agreement No. 99-01 dated as of January 31, 2007
and recorded in the Official Records of Orange County California on February 7, 2007 as
Instrument No. 2007000092571; and
WHEREAS, the Original Developer assigned, and GardenWalk Hotel assumed,
the Second Amended and Restated Development Agreement with respect to the Hotel Property
and the Hotels pursuant to that certain Partial Assignment of Second Amended and Restated
Development Agreement No. 99-01 dated as of July 19, 2007 and recorded in the Official
Records of Orange County California on July 19, 2007 as Instrument No. 2007000453402; and
WHEREAS, Anaheim GW II assigned the Second Amended and Restated
Development Agreement with respect to the Timeshare Parcel and the Vacation Ownership
Resort to Westgate Resorts pursuant to that certain Partial Assignment of Second Amended and
Restated Development Agreement No. 99-01 dated as of February 29, 2008 and recorded in the
Official Records of Orange County California on March 6, 2008 as Instrument No.
2008000105443;and
WHEREAS, the Second Amended and Restated Development Agreement
addresses, among other things, the Developer's construction of the Project phases, requiring that
the Developer commence construction of the various Project Elements within certain time
frames; and
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WHEREAS, the Developer has requested that the City amend the Second
Amended and Restated Development Agreement (i) to redefine Hotel No.l, Hotel No. 2 and
Hotel No. 3 as one (1) Project Element consisting of two (2) Hotels (hereinafter redefined as
Hotels 1 and 2) totaling approximately eight hundred sixty-six (866) Hotel Rooms in the
aggregate, (ii) to require the Commencement of Construction of Hotels 1 and 2 to occur on or
before May 26, 2011, and (iii) to require the Commencement of Construction of Vacation
Ownership No. 1 to occur on or before March 23, 2019 ("Amendment No. 1 to the Second
Amended and Restated Development Agreement"). A copy of Amendment No. 1 to the Second
Amended and Restated Development Agreement is on file in the Office of the City Clerk of the
City of Anaheim; and
WHEREAS, the Anaheim City Planning Commission (hereinafter referred to as
"Planning Commission") did hold a public hearing at the Civic Center in the City of Anaheim on
March 1, 2010, at 3:30 p.m., notice of said public hearing having been duly given as required by
law and in accordance with the provisions of the Anaheim Municipal Code, Chapter 18.60, to
hear and consider evidence for and against Amendment No. 1 to the Second Amended and
Restated Development Agreement, and to investigate and make findings and recommendations
in connection therewith; and
WHEREAS, the Planning Commission, by its Resolution No. PC2010-010, did
recommend that the City Council approve Amendment No. 1 to the Second Amended and
Restated Development Agreement; and
WHEREAS, the City and the Developer (each, a "Party" and jointly, the
"Parties") intend, in this Amendment No. 1 to the Second Amended and Restated Development
Agreement, to amend said Development Agreement as set forth above; and
WHEREAS, the City Council did hold a public hearing on Amendment No. 1 to
the Second Amended and Restated Development Agreement, notice of said public hearing
having been duly given as required by law; and
WHEREAS, the Anaheim City Council has reviewed the proposal and does
hereby find that the previously -approved Mitigated Negative Declaration prepared in conjunction
with the Second Amended and Restated Development Agreement is adequate to serve as the
required environmental documentation in connection with this request; and
WHEREAS, after careful consideration of the recommendations of the Planning
Commission and all evidence and reports offered at said hearing the City Council does hereby
find and determine, with respect to the request for said amendment to the Second Amended and
Restated Development Agreement, that all of the conditions and criteria for the approval of said
amendment are present as follows:
1. The Project is consistent with the City's General Plan in that it is in conformance
with the General Plan Commercial Recreation land use designation and with the goals, policies
and objectives for The Disneyland Resort Specific Plan as set forth in the General Plan.
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2. The Project is compatible with the uses authorized in and the regulations prescribed
for the applicable zoning district in that the Project is in compliance with the Disneyland Resort
Anaheim GardenWalk Overlay requirements.
3. The Project is compatible with the orderly development of property in the
surrounding area in that it is in conformance with and implements The Disneyland Resort
Specific Plan Land Use Plan and the Anaheim GardenWalk Overlay Zone requirements.
4. The Project is not otherwise detrimental to the health and safety of the citizens of
the City of Anaheim.
5. Amendment No. 1 to the Second Amended and Restated Development Agreement
constitutes a lawful, present exercise of the City's police power and authority under Article 2.5
of Chapter 4 of Division 1 of Title 7 (commencing with Section 65864) of the Government Code
of the State of California (the "Statute"), Anaheim City Council Ordinance No. 4377 (the
"Enabling Ordinance") and Anaheim City Council Resolution No. 82R-565 (the "Procedures
Resolution").
6. Amendment No. 1 to the Second Amended and Restated Development Agreement
is entered into pursuant to and in compliance with its charter powers and the requirements of
Section 65867 of the Statute, the Enabling Ordinance and the Procedures Resolution.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ANAHEIM
DOES ORDAIN AS FOLLOWS:
SECTION 1.
That Amendment No. 1 to the Second Amended and Restated Development be,
and the same is hereby, approved by the City Council of the City of Anaheim.
SECTION 2.
That the Mayor be, and is hereby, authorized to execute said Amendment No. 1 to
the Second Amended and Restated Development for and on behalf of the City.
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THE FOREGOING ORDINANCE was introduced at a regular meeting of the
City Council of the City of Anaheim held on the _23ai day of March , 2010, and
thereafter passed and adopted at a regular meeting of said City Council held on the 13th day of
April , 2010, by the following roll call vote:
AYES: Mayor Pringle, Council Members Sidhu, Hernandez, Galloway
NOES: NONE
ABSTAIN: Council Member Kring
CITY OF AHEIM
By:
MAYOR OF THROCIN OF ANAHEIM
ATTEST•
CITY CLERK OF "THE CITY OFANAHEIM
76356.v 1 /MGordon
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[CATION
NIA, ) ORDINANCE NO.6167 . _
ss.
AN ORDINANCE OF THE CITY COUNGL OF THE CITY OF ANAHEIM r APPROVING AMENDMENT Ntl f TO THE SECOND AMENDED
AND RESTATED DEVELOPMENT AGREEMENT NO. 99.01 BY AND THE CITY OF ANAH�JM AND ANAt1 W GW Il, LLC,
GARDENWAIX HOTEL 1, LLC AND WESTGATE RESORTS ANAHEIM. LLC (K . MAKING CERTAIN FINDINGS RELATED THERETO. AND
(hi) AUTHORIZING THE MAYOR TO EXECUTE SAID AMENDMENT FOR AND BEHALF OF T HE CITY.
Ates and a resident
WHEREAS, #WL City and Anaheim GW, LLC. a Delaware limited liability (the 'oripinai �) ordered ido that certain Second
Amended and Restated Ap regiment No. 9901 dated as of 11, 2006=1 in n the itecwrds of Orange County Celd-nia
I over the age of on June 2, 2006 as h='.' ent�2006(100373943 (the -Second amended rYand Restated development aAregrrrent9;,8na
t0 Or interested in
WHEREAS, '� assigner' 9% Second Amended and Restated °evel'pnrent WM respect to the Parking Structure
No Retail No.1 and V O� Resort No.1 to Anaheim GW 11 pursuant to that certain Partisd= of Second Amended and Restated
Deve�aoprrherht Agroernent No. 99.01 darted as of January 31, 2007 and recorded in the'O>ffiaal Records of Orange County CaMTomis on Folxumy'7, 2007
am the principal °° Inebharherd No. 2007000092571; and .
WHEREAS: the Original Developer assigned, and GardenWalk Hotel assumed, the Second Arrnended and Resorted DevebprnWd Agreement
withrespect to the Hotel progmV and the Hotels pursu°M to that certain Partial Assignment of second Amended and Restated Dovolo ""' ant
a newspaper that No. 99-01 dated as of July 1g, 2007 and recorded n the Official Records of Orange Carty California on July 19, 2007 as Instrument No., 63+02:
and
rspaper of general VVHEREllt3, ArraheknfRnr tl the BtaDotkT Ar6cttiad°and Iteataeel fpment� with respect to the Trneshare Parcel and the
Vacation Ownership Resort to were Resorts pursuant to that certain Partial Assignment of Secorxf Amended d hdeded IeIRDanI.
hurt of the Count'
No, a9 -M dated as.of February 29, 2008 and recorded in the Official Records of Orange County Califon RT ps1r�:IAstlunNet
`,n 2008000106443; and
On December 28 WHEREAS, the Second Amended and Re.rated Developrthemt Agrearhard addresses, among other things, the Developers construction of the
Project phases, requiring that the Developer corranherx a cQnstructiorrof the various Project Elements within certain time frames; mol,
WHEREAS, the Developer tae gig Thal the"City amend thesecand Amended and Resteled Deva Agreerre" j� to redefine Hotel
Ild for the City Of No.t Heel No. 2 ane Hotel No. 3 one 1r ()Proiec[ Element c�aiating of two 2)I'lotsia(nereinat radeTrred ge�S 1 and 21 tot�g awproxanadey
eight hundred sixty -sic (8667 Hotel Rooms n the ate, (n) to require the of Corr�rrdion of Hotels i and 210 occur -on or before
;tate of California Mev 2s, 2°11• and (" tb requre'ne cometh Corhstuchoh of vecehon Ownership No.1 ro edam on orbefore Mame 23; tote ("Amendment
No. t to the Second dad and Rem DowdopmeMp� ). A copy of mentNo: 1 to ere 3e06W Arcaded and Restated Develop-
ment Agreement is on Me in the Office of the City Clerk of 1he�ity of Anaheim; and ,
annexed is a true WHEREAS, the Anelarim City P mnmg Cammieaion (her. rafter referred to as Iplamong C— 1) did hold a b11c hearing at the Civic
Center in the City of Anaheim on Mardi 1, 2010, at 3:30p m., notice of said public havrhg dhiy Ivieh regylracl by few and in accordance
Led In each regular ""t' t1° of the Anaheim Municipal Code, Chaptar 18.60, to hear and hearing
Tor a9mhst Amendment No. to the Second
g punended a Rastafed Development Agreement and to investigate and make findings and recommendadior s 0.110 cation therewith: and
er and not Ill an
WHEREAS, the Corrnnission, by its Resolution No. x2mo0t0, did recomn,erd.that irly Council approve amendment No.1 to the
!
p y second Amended and R dDevelopmerd Agrssmord; and
Jllowin WHEREAS, the City and oD
re (each, a *Party' and joi lty, the -Parties-) intend, in this Amendment No. 1 to the Second Amended and
g dates t0 Restated Development Agreement, toarne sale Development agreement as act forth above: and
WHEREAS. the City Council did hold a public hearing on Amendment No.1 to the Second Amended and Restated Development Agreement, -no-
boe of said public hearing having been duty g- as required by law; and
WHEREAS. the Anshan City Council hes reviewed the proposal and does hereby find that the lereviorsy-apPmved Mitigated NegalNe Declare -
tion prepared in conjunction witth the Second Amended and Restated Development Agreen-A is adequate to serve as the r docu-
mentation in connection with this request; and
WHEREAS. after careful consideration of the recommendations of the Planning Commission and all evidence and' offered at said hearing
er the analte' Of the City Catered does hereby find and determine, with respect to the request for said amendment to to Second Ametde Reatatbd Development
p `J Agrambent, that all of the conditions and criteria for the approval of said amendment are present as follows:
State of California 1. The Project is consistent with the City's General Plan in that it is in conformance with the General Plan O ommordad-Recreation land nae desgr -
tion and with the goals, policies and objectivee for The Disneyland RwottSpecific Plan as set forth in tee General Pten. ,
+� 2 The Pro et c[ is compatible well the use mrtlhorized n $e reguleTpns Prescribed for the applicable zoning '
,direct : d disbictkfthat "Project Is in com-
pliance with the Resort Anaheim Gard -Walk Overlay requirements.
3. The Project is compatiblewnh tore orderly development of proowW n -the surrondit area n that ft isn cantormarm t O ad imPle n -ft The
Disneyland Resold Specific Plarh lard Use Plan and the Anshoon Garden'Aafk Overlay Zone +aquaameitts-
Orange County, q; he is not aAherNrnB dadrimantai to the health and safety of the d izer,s of the City of Anaheim.
„ _
S. Amendment No.1 to the Second Amended erd,Resteled Oevelopn�04ionlotx>rmb sa a present exercise of the City's Police pow -
e and authority under Article 2 SaRCbapier 4 of Division t of'rhtie 7 (commenhcing with Section 6586411 of the G bf--Cm"
(Thos-• %**hekrr qty Co rxW Ordnance No. 4377 (the 'Enabling Ordnanc�e') and Anaheim City Coumdt Ah liigdM fdif; itle'Proi e
duras Readutbn ).
6. Amerhdmerd No.1 to the second Amended and Restated Development Agreement is entered into pursuant to and in compliance -with 110d—ter
powers and the requirements of Section 65867 of the Statute, the En bfing Ordinance and the Procedures res tiesoiAion.
/9 NOW, THEREFORE, THE Cf1Y COUNCIL OF THE CRY OF ANAHEIM DOES ORDAIN AS FOLLOWS:
SECTION 1.
That Amendment No.1 to the Second Anended and Restated Development be; and the carne is hereby, approved by the City Council of the
City of Anaheim.
SECTION 2.
That the, Mayor be, and is herby, authorized to execute said Amendment No. 1 to We Second Amended and Ind DW -bp -M for end
on behalf of the City. _
letin THE FOREGOING ORDINANCE was introduced at a regular meeting of ts, CnY CW-"* City 0 fAnohaan held on the 2tfrd day of Match,
Ave. 2010, and thore°Rer passed and adopted at a regular meeting of sad City Council hold on the 14th chat of Apra, 0,A by the fonowirsg-roll call vote:
92701 AYES Maya Pringle, Coinrhcll Members Sidhu Hernandez, Galloway
A9 NOES: NONE, `
ABSENT: NONE
,KATION ABSTAIN: Cour aT Mems wing
CITY OFANAHEIM /
By: 9/s Curt Pringte
MAYOR OF THE CITY OF ANAHEIM
ATTEST: '
s/s Linda N. Anal
CITYCLERKOF (XINOFANAHEitd
a,h,r h.•.e..vm,o:,, neaten, AM ":- 40M''9229343 - _—
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